Burke Paul Robert Form 4 PACWEST BANCORP / Paul Robert Burke ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Burke Paul Robert

(Last) (First) (Middle)

9701 WILSHIRE BOULEVARD

SUITE 700

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACWEST BANCORP [ PACW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2023		D		68,463	D	$0(1)(2)	0(3)	D
Common Stock	11/30/2023		D		1,500	D	$0(1)	0(3)	I	By MSB Trust
Common Stock	11/30/2023		D		1,000	D	$0(1)	0(3)	I	By IRA
Depository Shares of Series A Preferred Stock	11/30/2023		D		1,000	D	$0(4)	0(5)	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated July 25, 2023, by and among Issuer, Banc of California, Inc. ("BANC"), and Cal Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time (the "Effective Time") of the merger between Issuer and Cal Merger Sub, Inc. (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.6569 shares of BANC common stock (the "Merger Consideration"). All fractional shares were paid in cash. The Merger closed on November 30, 2023.

2. Pursuant to the Merger Agreement, at the Effective Time, a restricted stock award of 2,586 shares of Issuer common stock fully vested and converted automatically into the right to receive (without interest) the Merger Consideration in respect of each share of Issuer common stock subject to such Issuer RSAs immediately prior to the Effective Time, with any fractional shares rounded to the nearest whole share of BANC Common Stock.

3. As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.

4. In connection with the transactions contemplated by the Merger Agreement, the depository shares and shares of preferred stock underlying the depositary shares will be exchanged for substantially equivalent depositary shares and shares of preferred stock of BANC.

5. Following the transactions contemplated by the Merger Agreement, Reporting Person no longer beneficially owns any Issuer depositary shares.

	/s/ Angela M.W. Kelley, Attorney-in-Fact	11/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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